EMPLOYMENT AGREEMENT

      THIS  EMPLOYMENT  AGREEMENT  is made  and  entered  into  this  4th day of
September,  2001,  between Sonus Corp., a Yukon Territory,  Canada,  corporation
("Corporation"), and Daniel W. Quall ("Executive").


                                   RECITALS

      A.  Executive  is  currently  Vice  President  of Network of  Corporation.
Executive is an innovative,  highly  experienced,  and  knowledgeable  executive
whose  creativity,   expertise,   and  effort  have  been  instrumental  in  the
development of the business and growth of Corporation.

      B.  Corporation  recognizes  that the future  growth,  profitability,  and
success of the business of Corporation and its subsidiaries require, and will be
substantially and materially advanced by, the continued employment of Executive.
Corporation  desires,  therefore,  to  promote  Executive  to  the  position  of
President-Sonus  Network  and  secure for  Corporation  and its  affiliates  the
continued benefit of Executive's experience,  ability, and leadership.  In order
to retain the services of Executive  and to maximize the period of his continued
availability, and in recognition of his continuing contribution to Corporation's
success, Corporation desires to offer Executive the compensation, amenities, and
other benefits that  executives of comparable  experience and ability  generally
receive.

                                  AGREEMENT

      In consideration of the mutual covenants and agreements  contained herein,
the parties agree as follows:

1.    DEFINITIONS.

      As used in this Agreement, the following terms have the meanings set forth
in this

      "Affiliate" - Any person, firm, corporation, association, organization, or
unincorporated  trade  or  business  that,  now  or  hereinafter,   directly  or
indirectly,  controls,  is  controlled  by,  or is  under  common  control  with
Corporation.

      "Board" - The board of directors of Corporation.

      "Cause" - Cause for termination of employment means:

            (i) A material act of fraud or  dishonesty  by Executive  within the
      course of performing his duties for Corporation or its Affiliates;


                                       1
<PAGE>

            (ii) Gross  negligence  or  intentional  misconduct  by Executive in
      performing   material  duties  for  Corporation  or  its  Affiliates,   or
      unjustifiable  neglect by Executive of the  performance of material duties
      for Corporation or its Affiliates;

            (iii)   Commission  of  an  act  (or  failure  to  take  an  action)
      intentionally  against the interest of Corporation or its Affiliates  that
      causes Corporation or an Affiliate material injury; or

            (iv) An act of serious moral turpitude that causes Corporation or an
      Affiliate material injury.

      Notwithstanding  the foregoing,  Executive will not be deemed to have been
terminated  for Cause  unless and until there has been  delivered to Executive a
copy of a  resolution  duly adopted by the  affirmative  vote of not less than a
majority of the entire  membership of the Board  (excluding  Executive if at the
time he is member of the Board),  at a meeting of the Board  called and held for
that purpose,  finding  that, in the good faith opinion of the Board,  Executive
was  guilty of conduct  constituting  Cause as  defined  in this  Agreement  and
specifying  the  particulars  thereof in detail.  Executive must have been given
reasonable notice of such meeting and Executive, together with his counsel, must
have been given an opportunity to be heard before the Board at the meeting. This
provision will not be deemed to restrict the authority,  discretion, or power of
the Board,  by any action taken in  compliance  with  Corporation's  articles of
incorporation  and  bylaws,  to remove  Executive  as an officer or  director of
Corporation,  with or without Cause.  Rather,  the foregoing  provisions  merely
define,  for purposes of Executive's  contractual rights and remedies under this
Agreement, the circumstances in which termination of Executive's employment will
constitute termination for Cause.

      "Change in Control" - A change in control of Corporation means:

            (i) The acquisition by an Person of beneficial ownership (within the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of 50 percent or
      more  of  the  combined  voting  power  of  the  then  outstanding  Voting
      Securities;  provided,  however,  that for purposes of this paragraph (i),
      the following  acquisitions  will not constitute a Change of Control:  (A)
      any  acquisition  directly  from  Corporation,   (B)  any  acquisition  by
      Corporation,  (C) any acquisition by any employee benefit plan (or related
      trust)   sponsored  or  maintained  by  Corporation  or  any   corporation
      controlled  by  Corporation,   (D)  any  acquisition  by  Warburg,  Pincus
      Ventures, L.P. ("WPV') or by any Person that, now or hereinafter, directly
      or indirectly controls, is controlled by, is under common control with, or
      is  otherwise  an  affiliate  of,  WPV,  or  (E)  any  acquisition  by any
      corporation  pursuant to a  transaction  which  complies with clauses (A),
      (B), and (C) of paragraph (iii) below; or

            (ii) individuals  who, as of the date of this Agreement,  constitute
      the Board (the  "Incumbent  Board")  cease for any reason to constitute at
      least

                                       2
<PAGE>

      a majority of the Board; provided, however, that any individual becoming a
      director  subsequent  to the date of this  Agreement  whose  election,  or
      nomination for election by Corporation's  shareholders,  was approved by a
      vote of at least a majority of the directors then comprising the Incumbent
      Board will be  considered as though such  individual  were a member of the
      Incumbent  Board,  but excluding,  for this purpose,  any such  individual
      whose  initial  assumption  of  office  occurs as a result of an actual or
      threatened  election  contest  with  respect to the election or removal of
      directors  or other  actual  or  threatened  solicitation  of  proxies  or
      consents by or on behalf of a Person other than the Board; or

            (iii) consummation of a reorganization,  merger, or consolidation or
      sale or other  disposition  of all or  substantially  all of the assets of
      Corporation (a "Business  Combination")  in each case,  unless,  following
      such Business Combination, (A) all or substantially all of the individuals
      and  entities  who were the  beneficial  owners of the  Voting  Securities
      outstanding  immediately prior to such Business  Combination  beneficially
      own, directly or indirectly,  more than 50 percent of,  respectively,  the
      then  outstanding  shares of common stock and the combined voting power of
      the then outstanding  voting securities  entitled to vote generally in the
      election of directors,  as the case may be, of the  corporation  resulting
      from  such  Business  Combination   (including,   without  limitation,   a
      corporation  which as a result of such transaction owns Corporation or all
      or substantially  all of  Corporation's  assets either directly or through
      one or more  subsidiaries) in substantially  the same proportions as their
      ownership,  immediately prior to such Business Combination,  of the Voting
      Securities,  (B) no Person  (excluding WPV, any employee  benefit plan (or
      related  trust) of  Corporation  or such  corporation  resulting from such
      Business  Combination)  beneficially  owns,  directly  or  indirectly,  50
      percent or more of,  respectively,  the then outstanding  shares of common
      stock of the corporation  resulting from such Business  Combination or the
      combined voting power of the then  outstanding  voting  securities of such
      corporation  except to the extent that such ownership existed prior to the
      Business  Combination  and (C) at least a majority  of the  members of the
      board  of  directors  of the  corporation  resulting  from  such  Business
      Combination  were  members  of the  Incumbent  Board  at the  time  of the
      execution  of the  initial  agreement,  or of  the  action  of the  Board,
      providing for such Business Combination.

      "Code" - The Internal Revenue Code of 1986, as amended.

      "Compensation  Plan" - Any compensation  plan such as a plan providing for
incentive   or  deferred   compensation,   stock   options  or  other  stock  or
stock-related  grants or awards,  or any employee benefit plan such as a thrift,
investment,  savings,  pension, profit sharing, medical,  disability,  accident,
life  insurance,  cafeteria,  or relocation plan or any other plan,  policy,  or
program of  Corporation  providing  similar  types of benefits to  employees  of
Corporation.

                                       3
<PAGE>

      "Competitive  Entity" - A Person,  firm, or entity  engaged (in the United
States or  Canada) in the  manufacture  of hearing  aids or in the  national  or
regional retail provision or franchising of audiology services and/or dispensing
of hearing aids or in any managed-care for hearing health benefits.

      "Disability" or "Disabled" - Inability to perform duties with  Corporation
on a  full-time  basis by reason of "Total  Disability"  within  the  meaning of
Corporation's Group Long Term Disability Insurance Plan or any successor plan or
program maintained by Corporation.  In the event Corporation no longer maintains
a similar plan or program,  Disability or Disabled means  inability to engage in
any  substantial  gainful  activity  by  reason  of any  medically  determinable
physical or mental impairment.

      "Effective Date" - September 4, 2001.

      "Exchange Act" - The Securities Exchange Act of 1934, as amended.

      "Good  Reason"  - For all  purposes  of  this  Agreement,  termination  by
Executive of his employment  with  Corporation for "Good Reason" during the Term
means termination based on any of the following:

            (a) A change in  Executive's  status or position or  positions  with
      Corporation that represents a material demotion from Executive's status or
      position or  positions  as of the date of this  Agreement or as a material
      change in Executive's duties or responsibilities that is inconsistent with
      such status or position or positions;

            (b) A reduction by  Corporation  in  Executive's  Base Salary (as in
      effect on the date of this  Agreement  or as  increased at any time during
      the Term of this Agreement); or

            (c) The failure of Corporation to continue Executive's participation
      (on terms  comparable to those for other key executives of Corporation) in
      any  Plans  or  vacation  programs  or  arrangements  in which  other  key
      executives  of  Corporation  are  participants  (unless  such  failure  to
      continue is caused by action or status of Executive).

            (d) Corporation's requiring Executive to be based more than 35 miles
      from Corporation's principal executive office in Portland,  Oregon, except
      for required travel on Corporation's  business to an extent  substantially
      consistent with Executive's  business travel obligations as of the date of
      this Agreement.

      "Other Agreement" - A plan, arrangement, or agreement pursuant to which an
Other Payment is made.

      "Other  Payment"  -  Any  payment  or  benefit  payable  to  Executive  in
connection  with a Change  in  Control  of  Corporation  pursuant  to any  plan,
arrangement,  or agreement

                                       4
<PAGE>

(other than this Agreement) with Corporation, any person whose actions result in
a change in control of Corporation, or any person affiliated with Corporation or
such person.

      "Person" - Any individual,  corporation,  partnership,  limited  liability
company, group, association,  or other "person," as such term is used in Section
13(d)(3) or Section 14(d) of the Exchange  Act,  other than  Corporation  or any
employee benefit plan or plans sponsored by Corporation.

      "Severance  Payment" - The severance  payment  described in Section 5.4 of
this Agreement.

      "Term" - The period  commencing on the Effective Date and ending on August
31, 2003;  provided,  however,  that the Term will  automatically be extended to
August  31,  2004 (and  thereafter  will be  similarly  extended  in  additional
one-year  extensions)  unless,  on or before  March 1, 2003 (or, if the Term has
been  extended,  March 1 of the last year of the Term),  either  Corporation  or
Executive gives written notice of non-extension of the Term.

      "Termination  Benefits" - The payments and benefits described in Section 5
of this Agreement.

      "Termination  Date" - The date Executive's  employment with Corporation is
terminated for any reason by Corporation or by Executive.

      "Total  Payments"  - All  payments  or benefits  payable to  Executive  in
connection  with a Change in Control of  Corporation,  including  the  Severance
Payment and Other Payments.

      "Voting  Securities" -  Corporation's  issued and  outstanding  securities
ordinarily having the right to vote at elections of Corporation's Board.

2.    EMPLOYMENT.

      Corporation  hereby  agrees  to employ  Executive,  and  Executive  hereby
accepts  employment with Corporation during the Term on the terms and conditions
set  forth  in this  Agreement.  Notwithstanding  any  other  provision  of this
Agreement,  Executive  is an employee  at will of  Corporation  and  Corporation
reserves  the  right to  terminate  Executive's  employment  at any time for any
reason  or  for no  reason.  The  provisions  of  this  Agreement  dealing  with
termination without Cause or for Good Reason are intended to provide contractual
benefits and do not limit  Corporation's power to treat Executive as an employee
at will.

                                       5
<PAGE>

3.    EXECUTIVE DUTIES.

      3.1  Position  and  Duties.   Executive   agrees  to  render  services  to
Corporation  as   President-Sonus   Network  and  as  an  executive  officer  of
Corporation  and  such  of  Corporation's  Affiliates  as the  parties  to  this
Agreement  mutually agree,  including  Affiliates that may be formed or acquired
subsequent to the Effective  Date.  Executive will have  responsibility  for all
aspects of the Sonus Network  division of  Corporation's  business and will have
such executive and managerial  duties as Corporation's  Chief Executive  Officer
prescribes   from  time  to  time.   Executive  will  report   directly  to  the
Corporation's Chief Executive Officer.

      3.2 Exclusive Employment. Executive agrees that during the Term:

            (a) Executive  will devote  substantially  all his regular  business
      time (except during  periods of vacation to which he is entitled,  illness
      and approved  leaves of absence) solely and exclusively to the business of
      Corporation,  whether such business is operated directly by Corporation or
      through one or more Affiliates of Corporation;

            (b) Executive will diligently carry out his  responsibilities  under
      this Agreement;

            (c) Executive will not,  directly or  indirectly,  without the prior
      approval  of the  Board,  provide  services  on behalf of any  Competitive
      Entity or on behalf of any subsidiary or affiliate of any such Competitive
      Entity, as an employee,  consultant,  independent contractor,  agent, sole
      proprietor,   partner,  member,  joint  venturer,  corporate  officer,  or
      director;

            (d)  Executive  will not acquire by reason of purchase the ownership
      of  more  than  1  percent  of  the  outstanding  equity  interest  in any
      Competitive Entity; and

            (e) Except as  expressly  set forth above,  Executive  may engage in
      personal business and investment activities.

      3.3 Corporation Reserved Rights.  Corporation  reserves, on its own behalf
and on behalf of its  shareholders,  the right to elect,  from time to time, any
person to its Board, to appoint any person as an officer of Corporation,  and to
remove any officer or director,  including Executive, in any manner and upon the
basis or  bases  presently  or  subsequently  provided  for by its  articles  of
incorporation and bylaws. Nothing in this Agreement will be deemed to constitute
any restriction on the authority,  discretion, or power of the Board, but rather
will only give Executive contractual rights and remedies.

      3.4  Proprietary  Information.  Executive  acknowledges  in the  course of
Executive's employment with Corporation,  Executive will learn trade secrets and
confidential  information of  Corporation,  which if known to competitors  could
damage the

                                       6
<PAGE>

business of Corporation.  Such  confidential  information  includes,  but is not
limited to, some or all of the following  categories  of non-public  information
("Proprietary Information"):

            (a) Financial information including,  but not limited to information
      relating to assets, revenues, expenses, prices, pricing structures, volume
      of  purchases  or sales  or other  financial  data of  Corporation,  or to
      particular products, services, geographic areas, or time periods;

            (b) Supply and  service  information  including,  but not limited to
      information  relating to suppliers'  names and addresses,  terms of supply
      and  service  contracts  or  of  particular   transactions,   and  related
      information about potential  suppliers to the extent that such information
      is  not  generally  known  to the  public,  and to  the  extent  that  the
      combination of suppliers or use of a particular supplier, though generally
      known or available,  yields advantages to Corporation the details of which
      are not generally known;

            (c) Marketing information including,  but not limited to information
      relating  to  details  of  ongoing  or  proposed   marketing  programs  or
      agreements by or on behalf of Corporation,  sales  forecasts,  advertising
      formats and methods or results of marketing  efforts or information  about
      impending transactions;

            (d) Personnel information including,  but not limited to information
      relating to personal or medical histories,  compensation or other terms of
      employment,   actual  or  proposed  promotions,   hirings,   resignations,
      disciplinary actions, terminations or reasons therefore, training methods,
      performance,  or other information  concerning  Executives of Corporation;
      and

            (e)  Non-public  information,  including  addresses  and  background
      information,   regarding   affiliated   audiologists   and  managed   care
      organizations  having  relationships  with  Corporation  and the terms and
      conditions of agreements with such parties.

      Executive agrees to keep all Proprietary Information confidential.  Except
as may be  necessary  in the  performance  of  Executive's  duties  on behalf of
Corporation,  Executive will make no use of and will not  communicate or divulge
to any party whatsoever any Proprietary  Information.  Executive will not at any
time  after   Executive's   employment  with  Corporation   terminates  use  any
Proprietary  Information for Executive's own benefit or on behalf of any person,
firm, partnership,  association,  corporation,  or other party whatsoever.  This
covenant shall not apply to any information that by means other than Executive's
deliberate  or  inadvertent  disclosure  becomes  well known to the public or to
disclosure  compelled by judicial or administrative  proceedings after Executive
notifies and affords Corporation the opportunity to seek confidential  treatment
of compelled disclosures.

                                       7
<PAGE>

4.    COMPENSATION AND BENEFITS.

      4.1 Base  Salary.  As  compensation  for the  performance  of  Executive's
services  during the Term,  inclusive  of services as an officer and director of
Corporation's  Affiliates,  Corporation will pay to Executive in accordance with
its normal  payroll  practices an annual  salary of $105,000 per year (the "Base
Salary"),  subject to such increases (but not decreases) as are determined  from
time to time by the Board, or a compensation  committee designated by the Board.
Executive's Base Salary shall increase to $115,000 as of October 1, 2002, in the
event that for the fiscal year ended July 31,  2002,  net revenue and net profit
for the Sonus Network  division of Corporation are not less than $18 million and
$8 million, respectively.  Executive's Base Salary shall increase to $125,000 as
of October 1, 2003,  in the event that for the fiscal year ended July 31,  2003,
net revenue and net profit for the Sonus Network division of Corporation are not
less than $24 million and $10 million, respectively.

      4.2  Annual  Bonus.  During  the Term of this  Agreement,  beginning  with
Corporation's  fiscal year beginning August 1, 2001,  Executive will be entitled
to participate in such bonus and profit-sharing plans as Corporation may provide
for its senior executive employees generally.

      4.3 Stock Options.  Executive has been granted  options to purchase 50,000
shares of the  Corporation's  common stock under the  Corporation's  Stock Award
Plan (the  "Plan") at a price equal to the fair market value of the common stock
on August 3, 2001. On the Effective  Date,  Executive will be granted options to
purchase an additional  100,000 shares of the  Corporation's  common stock under
the Plan at a price  equal to the fair market  value of the common  stock on the
Effective  Date. The previous grant of 50,000 options  described above will vest
as to 20% of the shares on August 3, 2002,  and  thereafter  as to an additional
20% of the shares on each succeeding  anniversary of August 3, 2002 until August
3, 2006,  provided  Executive  continues to be employed by the Corporation.  The
subsequent grant of 100,000 options will vest as to 20% of the shares on each of
the first  through  the fifth  anniversaries  of the  Effective  Date,  provided
Executive continues to be employed by the Corporation.

The options will become  immediately and fully  exercisable in the event that at
any time following a Change in Control of  Corporation,  Executive is terminated
without Cause or the Executive resigns for Good Reason.

The options will be subject to terms of the Plan and a customary award agreement
for options granted under the Plan.

Vested  options  will  remain  exercisable  for 90  days  after  termination  of
employment  or, in the case of termination  due to death or Disability,  for one
year.

      4.4 Other Benefits.  During the term of this Agreement,  Executive will be
entitled to participate in all Compensation Plans (including  Compensation Plans
adopted  following the Effective Date) covering  Corporation's key executive and
managerial employees (as described in Corporation's  employee manual, as amended
from time to

                                       8
<PAGE>

time),  including,  without  limitation,  Compensation  Plans providing medical,
disability,  and life insurance  benefits,  and vacation pay. During the term of
this  Agreement,  Corporation  shall  provide  Executive  with  monthly  parking
privileges for one car at the U.S. Bancorp parking garage located at S.W. Fourth
and Pine in Portland, Oregon.

      4.5 Expenses.  Executive is authorized to incur on behalf of  Corporation,
and  Corporation  will  directly pay or will fully  reimburse  Executive for all
customary  and  reasonable   out-of-pocket   expenses  incurred  for  promoting,
pursuing, or otherwise furthering the business of Corporation or its Affiliates.

5.    TERMINATION OF AGREEMENT.

      5.1 Death.  If  Executive  dies during the Term,  Corporation  will pay to
Executive's  representative  his Base  Salary  through  the date of  death.  All
benefits,  including death  benefits,  to which Executive is then entitled under
Compensation  Plans in which  Executive  is a  participant  will be  payable  as
provided in those  Compensation  Plans.  This Agreement will terminate as of the
date of death and  Corporation  will have no further  obligations  to  Executive
under this Agreement.

      5.2 Disability.  In the event Executive  becomes Disabled during the Term,
Executive will remain an employee of Corporation  and be entitled to receive his
Base  Salary  until  Executive   becomes  eligible  to  receive  benefits  under
Corporation's  Group Long Term  Disability  Insurance  Policy  (the  "Disability
Benefits Date"). All benefits, including disability benefits, to which Executive
is then entitled under  Compensation  Plans in which  Executive is a participant
will be payable as provided in those  Compensation  Plans.  The  Agreement  will
terminate  as of the  Disability  Benefits  Date and  Corporation  will  have no
further obligations to Executive under this Agreement.

      5.3  Termination for Cause or Voluntary  Termination  Without Good Reason.
During  the Term of this  Agreement,  pending  the  determination  by the  Board
whether or not Cause exists for termination of Executive's  employment  pursuant
to the  definition  of Cause in Section 1, the Board may  suspend  Executive  or
relieve Executive of his duties as an officer, but may not terminate Executive's
employment. Upon such determination that Cause exists, Corporation may terminate
Executive's  employment.  If during the Term Corporation  terminates Executive's
employment for Cause or Executive  voluntarily  terminates employment other than
for Good Reason,  Corporation  will pay  Executive  his Base Salary  through the
effective date of such termination. Executive will not be entitled to any annual
bonus, or any prorated portion of any annual bonus, for the fiscal year in which
the Termination Date occurs. This Agreement will terminate as of the Termination
Date, and Corporation  will have no further  obligations to Executive under this
Agreement.  All  accrued  benefits to which  Executive  is then  entitled  under
Compensation  Plans in which he is a participant  will be payable as provided in
those Compensation Plans.

      5.4  Termination  Without  Cause  or  With  Good  Reason.  If  Executive's
employment  with  Corporation  is terminated  (other than for Disability or upon

                                       9
<PAGE>

Executive's death) during the Term by Corporation  without Cause or by Executive
with Good Reason, Corporation will pay Executive, in lieu of any salary payments
to  Executive  for periods  subsequent  to the  Termination  Date,  an amount of
severance pay (the "Severance  Payment") equal to one-half of Executive's  total
compensation  (Base  Salary plus bonus) for the 12 calendar  months  immediately
preceding the month of the Termination Date (payable in six substantially  equal
monthly  installments  commencing on the first day of the first  calendar  month
beginning after the Termination Date).

      5.5 No  Mitigation.  Executive will not be required to mitigate the amount
of any payment  provided for in this Section 5 by seeking  other  employment  or
otherwise.

      5.6 Noncompetition Following Termination.  Executive acknowledges that the
agreements and covenants  contained in this Section 5.6 are essential to protect
the value of Corporation's  business and assets and that, by his employment with
Corporation  and  its  subsidiaries,   Executive  will  obtain  such  knowledge,
contacts, know-how, training and experience, and that such knowledge,  contacts,
know-how,  training and experience could be used to the substantial advantage of
a  Competitive  Entity and to  Corporation's  substantial  detriment.  Therefore
Executive agrees that:

            (a) In the event  Executive's  employment is terminated  (whether by
      Corporation  or by Executive)  for any reason,  Executive  will not, for a
      period of one year from the  Termination  Date,  participate (as an owner,
      employee, officer, partner, member, shareholder,  director, consultant, or
      otherwise)  in any  Competitive  Entity.  The benefits  payable under this
      Agreement,  including without limitation  Corporation's  obligation to pay
      severance  benefits  pursuant  to  Section  5.4 of this  Agreement  are in
      consideration of Executive's performance of the convenants of this Section
      5.6.

            (b)  Executive  acknowledges  that  pursuant  to the  terms  of this
      Agreement,  he is  receiving  a "bona  fide  advancement"  in terms of his
      employment with Corporation  within the meaning of ORS 653.295.  Executive
      further  acknowledges  that  he  is  receiving  consideration  under  this
      Agreement  in  addition  to such  consideration  as to  which  he would be
      entitled in the absence of this Agreement,  and he  acknowledges  that his
      agreement to the  provisions of this Section 5.6 is a necessary  condition
      for  Corporation  to enter into this  Agreement and pay the  consideration
      provided for in this Agreement.

            (c) Executive  acknowledges that  Corporation's  remedy at law for a
      breach by him of the  provisions  of this Section 5.6 will be  inadequate.
      Accordingly,  in the event of the breach by Executive of any  provision of
      this Section 5.6,  Corporation  will be entitled to  injunctive  relief in
      addition to any other remedy it may have. If any of the  provisions of, or
      covenants  contained  in, this Section 5.6 are  hereafter  construed to be
      invalid or unenforceable in any jurisdiction, the same will not affect the
      remainder of the  provisions  of the  enforceability  thereof in any other
      jurisdiction,  which  will be given  full  effect,  without  regard to the
      invalidity or unenforceability  in such other jurisdiction.  If

                                       10
<PAGE>

      any of the provisions of, or covenants  contained in, this Section 5.6 are
      held to be unenforceable  in any  jurisdiction  because of the duration or
      geographical   scope  of  such   provision  or  covenant,   Executive  and
      Corporation agree that the court making such  determination  will have the
      power to reduce the duration or  geographical  scope of such  provision or
      covenant and that, in its reduced form, such provision or covenant will be
      enforceable;  provided, however, that the determination of such court will
      not  affect  the   enforceability   of  this  Section  5.6  in  any  other
      jurisdiction.

6.    EFFECT OF CHANGE IN CONTROL.

      The Severance  Payment  payable under Section 5.4 of this Agreement is not
conditioned  upon a Change in Control  of  Corporation  but is payable  upon any
termination  described in that  Section,  whether or not a Change in Control has
occurred.  Thus, it is the parties' mutual intention that the Severance  Payment
is not to be treated as Total Payments.

7.    SUCCESSORS; BINDING EFFECT.

      7.1  Corporation.  This  Agreement  will inure to the  benefit  of, and be
binding upon, any corporate or other  successor or assignee of Corporation  that
acquires,  directly or  indirectly,  by merger,  consolidation  or purchase,  or
otherwise,  all or  substantially  all the  business  or assets of  Corporation.
Corporation  will  require  any  such  successor,  by an  agreement  in form and
substance reasonably satisfactory to Executive, expressly to assume and agree to
perform this  Agreement in the same manner and to the same extent as corporation
would be required to perform if no such succession had take place.

      7.2  Executive.  This  Agreement  will  inure  to  the  benefit  of and be
enforceable  by  Executive's  personal  or  legal  representatives,   executors,
administrators,  successors,  heirs,  distributees,  devisees,  and legatees. If
Executive  should die while any  amount  would  still be  payable  to  Executive
hereunder if Executive had continued to live, all such amounts, unless otherwise
provided herein,  will be paid in accordance with the terms of this Agreement to
Executive's  devisee,  legatee,  or  other  designee  or,  if  there  is no such
designee, to Executive's estate.

8.    WAIVER AND MODIFICATION.

      Any  waiver,  altercation,  or  modification  of any of the  terms of this
Agreement  will be valid  only if made in writing  and signed by the  parties to
this  Agreement.  No waiver by either of the  parties of its  rights  under this
Agreement  will be deemed to constitute a waiver with respect to any  subsequent
occurrences or transactions hereunder unless the waiver specifically states that
it is to be construed as a continuing waiver.

                                       11
<PAGE>

9.    GOVERNING LAW; SEVERABILITY.

      The  validity,  interpretations,  construction,  and  performance  of this
Agreement  will be governed by and construed in  accordance  with the law of the
state  of  Oregon.  Any  provision  of  this  Agreement  that is  prohibited  or
unenforceable  will be  ineffective  only to the extent of that  prohibition  or
unenforceability   without   invalidating  the  remaining   provisions  of  this
Agreement.

10.   NOTICES.

      For  the  purposes  of this  Agreement,  notices  and  all  communications
provided  for in this  Agreement  must be in writing  and will be deemed to have
been given upon the earlier of (i) personal delivery or (ii) three business days
after being mailed by United States registered mail,  return receipt  requested,
with postage prepaid, addressed to the respective party at the address set forth
below (or to such other address as either party may have  furnished to the other
in writing in accordance  with this Section 10, except that notices of change or
address will be effective only upon receipt):

      To Corporation:               Sonus Corp.
                                    111 S.W. Fifth Avenue
                                    Suite 1620
                                    Portland, OR  97204
                                    Attn:  General Counsel

      To Executive:                 Daniel W. Quall
                                    5647 N.W. 199th
                                    Ridgefield, Washington 98642

11.   HEADINGS.

      Headings  herein  are  for  convenience  only,  are  not a  part  of  this
Agreement, and are not to be used in construing this Agreement.

12.   ARBITRATION.

      Any dispute or claim that arises out of or that relates to this  Agreement
or to the  interpretation,  breach,  or enforcement of this  Agreement,  must be
resolved by mandatory arbitration  conducted in Portland,  Oregon, in accordance
with  the  then  effective   arbitration  rules  of  the  American   Arbitration
Association  and  any  judgment  upon  the  award  rendered   pursuant  to  such
arbitration may be entered in any court having jurisdiction thereof.

13.   ATTORNEYS' FEES.

      In the event of any suit or action or arbitration proceeding to enforce or
interpret any provision of this Agreement (or which is based on this Agreement),
the  prevailing

                                       12
<PAGE>

party will be  entitled  to recover,  in  addition  to other  costs,  reasonable
attorneys' fees in connection with such suit,  action,  arbitration,  and in any
appeal.  The  determination  of who is the  prevailing  party and the  amount of
reasonable attorneys' fees to be paid to the prevailing party will be decided by
the arbitrator or arbitrators (with respect to attorneys' fees incurred prior to
and during the arbitration  proceedings)  and by the court or courts,  including
any appellate courts, in which the matter is tried, heard, or decided, including
the court which hears any exceptions  made to an arbitration  award submitted to
it for  confirmation  as a judgment (with respect to attorneys' fees incurred in
such confirmation proceedings).

14.   EFFECT OF TERMINATION OF AGREEMENT.

      If this Agreement is terminated,  all rights and benefits that have become
vested hereunder prior to termination will remain in full force and effect,  and
the  termination  of the Agreement  will not be construed as relieving any party
from the performance of any accrued obligation  incurred to the other under this
Agreement.

15.   ENTIRE AGREEMENT.

      This  Agreement  constitutes  and  embodies the entire  understanding  and
agreement  of the  parties  hereto  relating to the  matters  addressed  in this
Agreement.  Except as otherwise  provided in this Agreement,  there are no other
agreements or  understandings,  written or oral,  in effect  between the parties
relating to the matters addressed herein.

      IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the date first written above.

CORPORATION:                        SONUS CORP.



                              By:   /s/ Daniel J. Kohl
                                    ------------------------------------
                                    Daniel J. Kohl
                                    Chief Executive Officer


EXECUTIVE:                          /s/ Daniel W. Quall
                                    ------------------------------------
                                    Daniel W. Quall